<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 11-K
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(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______ to _______
Commission File Number 1-6098
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND
SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
DANIEL INDUSTRIES, INC.
9753 Pine Lake Drive
Houston, Texas 77055
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING
AND SAVINGS PLAN
Date March 11, 1996 By /s/ Larry G. Irving
---------------- --------------------------
Larry G. Irving
Member of the Administrative
Committee
Date March 11, 1996 By /s/ Bela Vaczi
---------------- ---------------------------
Bela Vaczi
Member of the Administrative
Committee
Date March 11, 1996 By /s/ Michael R. Yellin
---------------- -------------------------
Michael R. Yellin
Member of the Administrative
Committee
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Members and
Administrative Committee of
Daniel Industries, Inc.
Employees' Profit Sharing and Savings Plan
In our opinion, the accompanying statements of financial condition with fund
information and the related statement of income and changes in plan equity with
fund information present fairly, in all material respects, the financial
position of Daniel Industries, Inc. Employees' Profit Sharing and Savings Plan
at September 30, 1995 and 1994, and the results of its operations and the
changes in its plan equity for the year ended September 30, 1995, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
Houston, Texas
March 11, 1996
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DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
Statement of Financial Condition
with Fund Information
<TABLE>
<CAPTION>
September 30, 1995
-----------------------------------------------------------------
Fidelity
Retirement Fidelity
Government Fidelity Growth
Money Intermediate & Fidelity
Market Bond Income Puritan
Portfolio Fund Portfolio Fund
---------- ------------ --------- --------
<S> <C> <C> <C> <C>
ASSETS
------
Investments at fair market value:
Mutual funds $ 2,905,429 $ 14,276,177 $12,246,865 $ 27,989
Sponsor Stock Fund - - - -
(Not Member directed)
Sponsor Stock Fund
(Member directed) - - - -
----------- ------------ ----------- --------
Total investments at fair market value 2,905,429 14,276,177 12,246,865 27,989
Employee contributions receivable 10,788 10,678 19,979 13,314
Employer contributions receivable - - - -
----------- ------------ ----------- --------
Total assets $ 2,916,217 $ 14,286,855 $12,266,844 $ 41,303
=========== ============ =========== ========
PLAN EQUITY
-----------
Total plan equity $ 2,916,217 $ 14,286,855 $12,266,844 $ 41,303
=========== ============ =========== ========
</TABLE>
<TABLE>
<CAPTION>
September 30, 1995
---------------------------------------------------------------------
Fidelity
Blue Chip Fidelity Sponsor
Growth Contra- Stock Unallocated
Fund fund Fund Amounts Total
----------- --------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
------
Investments at fair market value:
Mutual funds $ 76,284 $ 46,475 $ - $ - $ 29,579,219
Sponsor Stock Fund - - 6,580,875 - 6,580,875
(Not Member directed)
Sponsor Stock Fund
(Member directed) - - 830,224 - 830,224
----------- --------- ----------- --------- ------------
Total investments at fair market value 76,284 46,475 7,411,099 - 36,990,318
Employee contributions receivable 34,308 18,954 7,690 - 115,711
Employer contributions receivable - - 30,331 745,000 775,331
----------- --------- ----------- --------- ------------
Total assets $ 110,592 $ 65,429 $ 7,449,120 $ 745,000 $ 37,881,360
=========== ========= =========== ========= ============
PLAN EQUITY
-----------
Total plan equity $ 110,592 $ 65,429 $ 7,449,120 $ 745,000 $ 37,881,360
=========== ========= =========== ========= ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 5
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
Statement of Financial Condition
with Fund Information
<TABLE>
<CAPTION>
September 30, 1994
----------------------------------------------------------------------------------
Fixed Discretionary
Equity Income Cash Company Employer
Assets Assets Equivalents Stock Contribution
Fund Fund Fund Fund(a) Account Total
---------- ---------- ----------- ---------- ------------ -----------
Non-Member
Member Directed Directed
---------------------------------------------------- ------------
ASSETS
------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair market value:
Daniel Industries, Inc. common stock
(486,590 shares at cost of $2,517,319) $ - $ - $ - $2,198,606 $ 3,336,356 $ 5,534,962
Cash equivalents (cost is equivalent
to market value) 278,069 99,159 1,694,725 53,586 499,512 2,625,051
Fixed income assets (cost of $12,607,950) - 2,816,954 - - 10,061,402 12,878,356
Equity assets (cost of $8,804,778) 2,753,830 - - - 7,666,593 10,420,423
---------- ---------- ---------- ---------- ----------- -----------
Total investments at fair market value 3,031,899 2,916,113 1,694,725 2,252,192 21,563,863 31,458,792
Employee contributions receivable 39,293 37,604 20,958 10,839 - 108,694
Employer contributions receivable - - - 28,220 758,000 786,220
Receivable for sales of securities 40,879 - - - 159,674 200,553
Accrued interest and dividends 2,982 51,039 6,621 153 183,213 244,008
---------- ---------- ---------- ---------- ----------- -----------
Total assets $3,115,053 $3,004,756 $1,722,304 $2,291,404 $22,664,750 $32,798,267
========== ========== ========== ========== =========== ===========
LIABILITIES AND PLAN EQUITY
---------------------------
Payable for purchases of securities $ 146,960 $ - $ - $ 3,552 $ 176,585 $ 327,097
---------- ---------- ---------- ---------- ----------- -----------
Total liabilities 146,960 - - 3,552 176,585 327,097
Plan equity at end of year 2,968,093 3,004,756 1,722,304 2,287,852 22,488,165 32,471,170
---------- ---------- ---------- ---------- ----------- -----------
Total liabilities and plan equity $3,115,053 $3,004,756 $1,722,304 $2,291,404 $22,664,750 $32,798,267
========== ========== ========== ========== =========== ===========
</TABLE>
(a) The portion of this fund which is attributable to Members' Employer
Matching Contribution Accounts is not Member directed.
The accompanying notes are an integral part of the financial statements.
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DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
Statement of Income and Changes in Plan Equity
with Fund Information
<TABLE>
<CAPTION>
Year Ended September 30, 1995
--------------------------------------------------------------------------------------------
Fidelity
Retirement
Fixed Discretionary Government Fidelity
Equity Income Cash Company Employer Money Intermediate
Assets Assets Equivalents Stock Contribution Market Bond
Fund Fund Fund Fund (a) Account Portfolio Fund
---------- --------- ----------- -------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Cash dividends on
Daniel Industries, Inc.
common stock $ - $ - $ - $ 27,305 $ 39,597 $ - $ -
Other cash dividends 26,466 - - 69,590 37,836 212,662
Interest 20,647 164,498 83,551 3,486 641,005 233 409
----------- ----------- ----------- ----------- ----------- ----------- -----------
Investment income 47,113 164,498 83,551 30,791 750,192 38,069 213,071
Net realized gain (loss) on
sale of investments 712,354 141,284 - 92,638 3,176,912 - (81)
Net unrealized appreciation
(depreciation) of:
Daniel Industries, Inc.
common stock - - - - 785,494 1,283,213 - -
Other investments (369,856) 95,441 - - (1,611,637) - (13,251)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total 389,611 401,223 83,551 908,923 3,598,680 38,069 199,739
Contributions:
Participating employees 398,971 336,671 228,875 116,480 - 33,572 34,084
Participating employers - - - 284,520 - - -
Rollover from qualified plan 2,085 - 2,084 - - -
Member distributions (233,825) (334,309) (211,967) (254,672) (2,295,706) - -
Transfers to Fidelity (3,567,381) (3,157,468) (2,095,921) (3,280,456) (23,791,139) 2,817,569 14,089,149
Interfund transfers 42,446 (250,873) 273,158 (64,731) - 27,007 (36,117)
Plan equity at beginning of year 2,968,093 3,004,756 1,722,304 2,287,852 22,488,165 - -
----------- ----------- ----------- ----------- ----------- ----------- -----------
Plan equity at end of year $ - $ - $ - $ - $ - $ 2,916,217 $14,286,855
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Year Ended September 30, 1995
-----------------------------------------------------------------------------------------------
Fidelity
Growth Fidelity
& Fidelity Blue Chip Fidelity Sponsor
Income Puritan Growth Contra- Stock Unallocated
Portfolio Fund Fund fund Fund (b) Amounts Total
------------ ----------- ---------- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Cash dividends on
Daniel Industries, Inc.
common stock $ - $ - $ - $ - $ - $ - $ 66,902
Other cash dividends 311,670 378 3,367 - - - 661,969
Interest 367 - - - 996 - 915,192
------------ ----------- ---------- ---------- ----------- ------------ ------------
Investment income 312,037 378 3,367 - 996 - 1,644,063
Net realized gain (loss) on
sale of investments 481 - - - (344) - 4,123,244
Net unrealized appreciation
(depreciation) of:
Daniel Industries, Inc.
common stock - - - - (406,108) - 1,662,599
Other investments 638,057 1 (3,569) 226 - - (1,264,588)
------------ ----------- ---------- ---------- ----------- ------------ ------------
Total 950,575 379 (202) 226 (405,456) 6,165,318
Contributions:
Participating employees 63,660 40,924 106,359 60,768 25,889 - 1,446,253
Participating employers - - - - 95,409 745,000 1,124,929
Rollover from qualified plan - - - - - - 4,169
Member distributions - - - - - - (3,330,479)
Transfers to Fidelity 11,246,092 - - - 7,739,555 - -
Interfund transfers 6,517 - 4,435 4,435 (6,277) - -
Plan equity at beginning of year - - - - - - 32,471,170
------------ ----------- ---------- ---------- ----------- ------------ ------------
Plan equity at end of year $ 12,266,844 $ 41,303 $ 110,592 $ 65,429 $ 7,449,120 $ 745,000 $ 37,881,360
============ =========== ========== ========== =========== =========== ============
</TABLE>
(a) The portion of this fund which is attributable to Members' Employer
Matching Contribution Accounts is not Member directed.
(b) The portion of this fund which is attributable to Members' Employer
Matching Contribution Accounts and to assets held by the Plan as of
June 30, 1995 as a result of Discretionary Employer Contributions
previously invested in the Company Stock Fund is not Member directed.
The accompanying notes are an integral part of the financial statements.
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<PAGE> 7
Notes to Financial Statements
Note 1 - Description of the Plan
The Daniel Industries, Inc. Employees' Profit Sharing and Retirement
Plan (the "Profit Sharing Plan") was initially established effective September
30, 1953. The Daniel Industries, Inc. Employees' Savings Plan (the "Savings
Plan") was initially established effective October 1, 1982, as a stock purchase
plan and was amended to become a pre-tax savings plan effective April 1, 1984.
Effective October 1, 1991, the Profit Sharing Plan was merged into the Savings
Plan. The Savings Plan was thereafter called the Daniel Industries, Inc.
Employees' Profit Sharing and Savings Plan (the "Plan") and was amended from
time to time to reflect certain changes in the Internal Revenue Code, as
amended (the "Code").
Effective July 1, 1995, the Plan was amended and restated to (a)
provide for daily valuation of Members' Accounts, (b) permit Members, subject
to certain restrictions, to direct the investment of the assets in their
Discretionary Employer Contribution Account, (c) increase the number of
investment options available to Members, (d) provide for more timely
distributions and withdrawals and (e) permit Members on a daily basis to change
their investment elections for future contributions and transfer their account
balances among investment elections, all as hereinafter described.
The following description provides only general information relating
to the Plan and is qualified by the terms of the Plan. Capitalized terms which
are not otherwise defined herein are
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<PAGE> 8
defined in the Plan. Members should refer to the Summary Plan Description or
the Plan document for a more complete explanation of the Plan's provisions.
The Plan document is controlling at all times.
Participation
The Plan is a defined contribution plan in which each employee of
Daniel Industries, Inc. (the "Company" or the "Sponsor"), Daniel Flow Products,
Inc., Daniel Industrial, Inc., and Daniel Valve Company (together, the
"Employers") is initially eligible to participate on the second Entry Date (the
first day of each calendar quarter) coincident with or next following the date
such employee was first employed by an Employer. Prior to July 1, 1995, each
employee of such Employers and of Daniel En-Fab Systems, Inc., (a former
Employer) was eligible to participate on the first day of the Plan year
(October 1) coincident with or next following the date such employee was first
employed by an Employer.
Contributions
The Plan provides for Discretionary Employer Contributions in such
amount, if any, that shall be determined by the Employers. Upon receipt of the
related funds from the Employers, these contributions are allocated among each
Employer's Active Members in the proportion which the Considered Compensation
of each Member for the Plan Year bears to the total Considered Compensation of
all Members of that Employer for the Plan Year. Prior to receipt of the
related funds previously determined to be contributed by the Employers, these
contributions appear as unallocated amounts in the
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financial statements. A summary of Discretionary Employer Contributions for the
Plan Year ended September 30, 1995 is as follows:
<TABLE>
<CAPTION>
Discretionary Employer
Contributions for Plan Year
Employer Ended September 30, 1995
- ----------------------------- --------------------------
<S> <C>
Daniel Industries, Inc. and
Daniel Flow Products, Inc. $635,000
Daniel Industrial, Inc. 20,000
Daniel Valve Company 90,000
--------
$745,000
========
</TABLE>
Further, an eligible employee may choose, by completing and returning
to the Administrative Committee of the Plan (the "Administrative Committee") a
Salary Deferral Agreement, to authorize his Employer to reduce his Considered
Compensation by a certain amount and to contribute on his behalf such amount to
a trust (the "Trust") created under the Plan. The maximum reduction in
compensation that an employee participating in the Plan may elect for
contribution to the Plan is determined by the Administrative Committee; the
nontaxable portion of each employee's annual salary deferral contribution is
limited to the maximum amount permitted by the Secretary of the Treasury ($9,240
for the 1995 calendar year). In addition, such contributions by eligible
employees who are "highly compensated employees" (within the meaning of Section
414(q) of the Code) are subject to nondiscrimination limitations that are
affected by contributions made by all other eligible employees.
Each Employer makes contributions ("Salary Deferral Contributions") for
each Member employed by such Employer in
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<PAGE> 10
amounts equal to the amounts by which each such Member's Considered Compensation
was reduced pursuant to his Salary Deferral Agreement. In addition, each
Employer is required to make a matching contribution (an "Employer Matching
Contribution") for each Member employed by such Employer in an amount equal to
the lesser of 1.5% of such Member's Considered Compensation or 50% of such
Member's Salary Deferral Contributions. Under certain circumstances, a Member
may make additional Rollover Contributions and Voluntary Employee Contributions
to the Trust.
Salary Deferral Contributions, Employer Matching Contributions and
Discretionary Employer Contributions made on behalf of each Member are credited
to such Member's Salary Deferral Contribution Account, Employer Matching
Contribution Account and Discretionary Employer Contribution Account,
respectively. Each of such Accounts reflects the contributions, forfeitures and
Investment Gain or Loss allocated to such Account. A Member's Discretionary
Employer Contribution Account, Salary Deferral Contribution Account, Employer
Matching Contribution Account, Rollover Contribution Account and Voluntary
Employee Contribution Account are referred to collectively as a Member's
Accounts.
A summary of Members' Salary Deferral Contributions and a summary of
Employer Matching Contributions for the Plan Year ended September 30, 1995, are
as follows:
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<TABLE>
<CAPTION>
Members' Salary Deferral
Contributions for Plan Year Ended
Employer September 30, 1995
- --------------------------- ----------------------------------
<S> <C>
Daniel Industries, Inc. $ 166,145
Daniel Flow Products, Inc. 823,167
Daniel Industrial, Inc. 103,081
Daniel En-Fab Systems, Inc. 73,389
Daniel Valve Company 280,471
----------
$1,446,253
==========
</TABLE>
<TABLE>
<CAPTION>
Employer Matching
Contributions for Plan Year Ended
Employer September 30, 1995
- --------------------------- -----------------------------------
<S> <C>
Daniel Industries, Inc. $ 43,833
Daniel Flow Products, Inc. 211,459
Daniel Industrial, Inc. 32,529
Daniel En-Fab Systems, Inc. 16,071
Daniel Valve Company 76,037
----------
$ 379,929
==========
</TABLE>
Investments
Prior to July 1, 1995, the Plan provided that assets that were held by
the Plan as a result of Discretionary Employer Contributions and Voluntary
Employee Contributions be invested and reinvested in investments specified in
the Plan document. Assets held by the Plan as a result of Employer Matching
Contributions were invested solely in the Company Stock Fund. The Plan further
provided that assets that were held by the Plan as a result of Salary Deferral
Contributions and Rollover Contributions be invested and reinvested in one or
more of four investment funds: Equity Assets Fund, Fixed Income Assets Fund,
Cash Equivalents Fund and Company Stock Fund. These funds were limited to
certain categories of investments specified in the Plan document. The assets in
each of the four funds could be held temporarily in cash
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or cash equivalents. Earnings from investments for each quarter were allocated
among the Members' accounts in the proportion which the balance of each Member
in each account at the beginning of the quarter bore to the total of all
Members' balances in each such account at the beginning of the quarter.
As amended, the Plan provides for assets held by the Plan as a result of
Employer Matching Contributions to be invested in the Sponsor Stock Fund. Assets
held by the Plan as of June 30, 1995, as a result of Discretionary Employer
Contributions and previously invested in the Company Stock Fund shall be
invested in the Sponsor Stock Fund. The Plan further provides that assets held
by the Plan as a result of Salary Deferral Contributions, Discretionary Employer
Contributions (except as specified above) and Rollover contributions shall be
invested in such categories of assets as may be determined by the Administrative
Committee. Such categories of assets currently include seven investment
alternatives. Except for the Sponsor Stock Fund, all of the investment
alternatives are mutual funds managed by Fidelity Management and Research
Company. The mutual funds are as follows:
Fidelity Retirement Government Money Market Portfolio
Fidelity Intermediate Bond Fund
Fidelity Growth and Income Portfolio
Fidelity Puritan Fund
Fidelity Blue Chip Growth Fund
Fidelity Contrafund
Earnings and losses on assets in the investment funds are allocated solely to
the Account of the Member, or Beneficiary, on whose behalf the investment in
the fund was made.
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<PAGE> 13
Prior to July 1, 1995, each Member was required to designate the
percentage of his share of Salary Deferral Contributions and Rollover
Contributions to be invested in each of the available investment funds. The
percentage that could be invested in any fund was 0%, 25%, 50%, 75% or 100%. A
Member had the right to change the percentage of his share of Salary Deferral
Contributions to be invested in a particular fund once during any calendar
quarter. In addition, a Member had the right to change the percentage of the
then present interest in his Salary Deferral Contribution Account and his
Rollover Contribution Account that was invested in the respective funds once
during any calendar quarter. These rights were exercised by notifying the
Administrative Committee in writing. Any such change was effective on the first
day of the calendar quarter occurring not less than 15 days following receipt of
appropriate written instructions by the Administrative Committee. Members were
eligible to participate in all four funds simultaneously.
As amended, the Plan provides that each Member is required to
designate the percentage of his share of Salary Deferral Contributions and
Discretionary Employer Contributions and of his Rollover Contributions to be
invested in each fund. The percentage to be invested in any fund may be any
whole percentage. A Member has the right to change the percentage of his share
of such contributions to be invested in a particular fund on any business day.
In addition, a Member has the right to change the percentage of the then
present interest in his Salary Deferral Contribution
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<PAGE> 14
Account, Discretionary Employer Contribution Account (subject to limitations
described above) and his Rollover Contribution Account to be invested in the
respective funds on any business day. Members may participate in all funds
simultaneously. These rights may be exercised by telephoning the Plan's
Trustee. As Employer Matching Contributions are invested in the Sponsor Stock
Fund, all Members who are eligible for such contributions become participants in
such fund.
Vesting
A Member is always 100% vested in all of his Accounts except his
Discretionary Employer Contribution Account. The balance in each Member's
Discretionary Employer Contribution Account vests with such Member in 20% annual
increments beginning with such Member's third employment anniversary date.
Accordingly, Members are fully vested at the end of seven years. A Member's
interest in the Discretionary Employer Contribution Account also becomes fully
vested upon Retirement or upon death or Separation on account of Total and
Permanent Disability. In addition, under the terms of the Daniel Industries,
Inc. Employees' Profit Sharing and Savings Plan Partial Termination Agreement,
any Member whose employment is terminated as a result of the Company's
Restructuring Plan announced on February 2, 1995, shall become fully vested in
his Discretionary Employer Contribution Account. Non-vested amounts are
forfeited upon termination of employment and are used to restore any accounts
required to be restored. Any excess forfeited balances at the end of the Plan
Year are allocated to remaining
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<PAGE> 15
Members on the same basis used to allocate Discretionary Employer Contributions
of the Employers as described above.
Distributions and Withdrawals
Upon the death, Total and Permanent Disability, or Retirement of a
Member, or his termination of employment with his Employer, such Member or his
validly designated Beneficiary is entitled to a distribution of the vested
interest of the amount in the Member's Accounts net of any outstanding loans.
Each Member who has completed five years of Vesting Service and who has
given written notice to the Administrative Committee may withdraw a specified
amount of his Discretionary Employer Contribution Account, but not in excess of
25% of his vested interest in such account. The number of such withdrawals
available to a Member is limited to one prior to his completion of ten years of
Vesting Service and one subsequent to his completion of ten years of Vesting
Service.
A Member who is suffering a qualifying financial hardship may file a
written request with the Administrative Committee to withdraw from his Salary
Deferral Contribution Account, Employer Matching Contribution Account and
Rollover Contribution Account an amount necessary to ease his hardship. However,
a Member is not entitled to make a financial hardship withdrawal of any earnings
credited to the Member's Salary Deferral Contribution Account or of any Employer
Matching Contributions or earnings credited to the Member's Employer Matching
Contribution Account after December 31, 1988.
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<PAGE> 16
Upon reaching age 55 and completing 25 years of service, a Member, upon
giving written notice to the Administrative Committee, may make one withdrawal
of an amount not in excess of the total balance in his Accounts other than his
Salary Deferral Contribution Account. Upon reaching age 60 and completing 25
years of service, a Member, upon giving written notice to the Administrative
Committee, may make one withdrawal of an amount not in excess of the total
balance in his Accounts (exclusive of any Account(s) from which he made a prior
withdrawal pursuant to this provision).
Prior to July 1, 1995, for the purpose of receiving any of the
distributions or making any of the withdrawals described above, a Member's
Accounts were valued at the end of the Calendar Quarter next following the date
a consent to or request for a distribution or withdrawal was given or made by
the Member. Regarding distributions for which a Member's consent was not
required, such Member's Accounts were valued at the end of the Calendar Quarter
next following the date of such Member's death or other Separation. As amended,
the Plan provides that, for the purpose of receiving a distribution or making a
withdrawal, a Member's Accounts shall be valued on the Valuation Date coincident
with the distribution or withdrawal.
Coincident with the amendment and restatement of the Plan, the
Administrative Committee determined that loans may be made to Members. A
Member may borrow up to 50% of the vested interest in his Employer Matching
Contribution Account, Salary Deferral Contribution Account and Rollover
Contribution Account. The
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<PAGE> 17
minimum amount that may be borrowed is $1,000 and the maximum is $50,000. A
Member may have no more than one loan outstanding at any time. There were no
loans outstanding at September 30, 1995.
Subject to the limitations established by Section 401(a)(9) of the Code,
distributions are payable in accordance with the Member's choice in cash or in
kind, or both, in any one or a combination of the following manners: (i) in one
lump sum; or (ii) in substantially equal periodic installments for a specified
number of years not to exceed the greater of (a) 25 years or (b) the life
expectancy of the Member or the joint and last survivor life expectancy of the
Member and his spouse or other Beneficiary or (c) such shorter period as may
result from the allocation of losses to his Accounts.
Trustee and Investment Manager
Prior to July 1, 1995, the Trustee under the Plan was Wachovia Bank of
North Carolina, N.A. The Trustee's duties were to maintain custody of the
assets of the Trust Fund, to invest and reinvest the assets of the Trust Fund
subject to the instructions of the Administrative Committee, and, in accordance
with the provisions of the Plan, to render certain reports to the Administrative
Committee. The Trustee served as Trustee under the terms of the agreement
relating to the Trust and the Plan, and had the right to vote the shares of the
Company's common stock and other securities held in the Trust Fund, subject to
instruction by the Administrative Committee.
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<PAGE> 18
Effective July 1, 1995, Fidelity Management Trust Company was named
Trustee of the Plan. Under the terms of the Plan, as amended, and/or the Trust
Agreement between the Company and Fidelity Management Trust Company, the
Trustee's duties are to maintain custody of the assets of the Trust Fund, to
invest and reinvest the assets of the Trust Fund subject to the instruction of
the Members and the terms of the Trust, and to perform certain
ministerial, recordkeeping and administrative functions under the Plan. The
Trustee is appointed by the Board of Directors of the Company and serves as
Trustee under the terms of the Trust and the Plan until termination of the
Trust, the resignation of the Trustee or the removal of the Trustee by the
Board of Directors of the Company. In addition, the Trustee shall vote the
shares of the Company's common stock and the shares of the mutual funds held by
the Trust subject to instruction by the Members who have interests in the
Sponsor Stock Fund and in the mutual funds.
Prior to July 1, 1995, J. & W. Seligman & Co. Incorporated
("Seligman"), was the Plan's investment manager and made investment decisions
regarding all of the Plan's investments except the Cash Equivalents Fund, the
Company Stock Fund, Daniel Industries, Inc. common stock, cash and cash
equivalents. William C. Morris, who was a member of the Company's Board of
Directors, is Chairman of the Board of Directors and President of Seligman.
Effective July 1, 1995, the assets of the Trust Fund were transferred to and
placed under the management of Fidelity Investments Institutional Services
Company ("Fidelity"). Fidelity makes investment decisions
-18-
<PAGE> 19
regarding all of the Plan's investments except the Sponsor Stock Fund. The
investment manager is appointed by the Plan's Administrative Committee which
reviews its performance.
Termination of the Plan
The Company currently intends to continue the Plan indefinitely, but it
may terminate the Plan at any time, withdraw from the Plan, or amend it in whole
or in part. Any Employer that has adopted the Plan may terminate the Plan with
respect to itself by executing and delivering to the Trustee a notice of
termination that specifies the date on which the Plan will terminate. If the
Plan is terminated, all vested and non-vested amounts credited to the Accounts
of each Member will be paid to such Member or his Beneficiary after payment of
all expenses and adjustments.
Note 2 - Significant Accounting Policies
Basis of Presentation of Financial Statements
The financial statements of the Plan are prepared on the accrual basis
of accounting.
Investments
Investments are stated at fair market value as determined by quoted
market prices. Any change in the fair market value of the common stock of the
Company and other securities held and in the net asset value of each mutual fund
is recorded in the Statement of Income and Changes in Plan Equity with Fund
Information as an increase or decrease in unrealized appreciation or
depreciation at year end. Dividends and interest income are recorded when
earned
-19-
<PAGE> 20
in the case of the common stock of the Company and other securities, and when
distributed in the case of the mutual funds.
Administrative Expenses
Through June 30, 1995, the Company paid all of the Plan's administrative
expenses. Since July 1, 1995, a portion of the administrative expenses of the
Plan was paid by the Plan and a portion of the administrative expenses was paid
by the Plan participants.
Note 3 - Member Distribution Obligations
Distribution payments to members are recognized only upon payment.
Obligations for distribution payments to Members are reflected as liabilities
in the Form 5500 Annual Return/Report of Employee Benefit Plan. As of September
30, 1994, obligations for distribution payments to Members totalled $520,702. As
a result of the amendments to the Plan described in Note 1, there were not
considered to be any Member distribution obligations at September 30, 1995.
Note 4 - Federal Income Tax Status
Based on the design and current operation of the Plan, management
believes that the Plan is qualified under Section 401(a), and, therefore, the
Trust is exempt from taxation under Section 501(a) of the Code. The Internal
Revenue Service granted a favorable letter of determination to the Plan on March
11, 1996. Generally, contributions to a qualified plan are deductible by the
Company when made. Earnings
-20-
<PAGE> 21
of the Trust are tax exempt and Members are not taxed on their benefits until
withdrawn from the Plan and not rolled over into another qualified plan or
individual retirement account.
Note 5 - Unrealized Appreciation (Depreciation) of Investments and Realized
Gains (Losses) on Sale of Investments
Unrealized appreciation (depreciation) of investments and realized gains
(losses) on the sale of investments are determined on a historical cost basis.
For purposes of presenting such information in the Plan's Form 5500 Annual
Return/Report of Employee Benefit Plan, the current value method is used. Under
the current value method, net realized gain on sales of investments of
$2,229,101, and net unrealized appreciation of investments of $2,292,154 were
incurred during the year ended September 30, 1995, as calculated and provided by
the Plan's Trustee.
Note 6 - Plan Holdings Which Represent 5% or More of Plan Equity
Investments that represent 5% or more of the Plan's equity are as
follows:
<TABLE>
<CAPTION>
September 30, 1995
<S> <C>
Fidelity Intermediate Bond Fund $14,276,177
Fidelity Growth & Income Portfolio 12,246,865
Daniel Industries Sponsor Stock Fund 7,411,099
Retirement Government Money Market Fund 2,905,429
</TABLE>
-21-
<PAGE> 22
Schedule 1
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
(b) Identity of issue, (c) Description of investment including
borrower, lessor maturity date, rate of interest, (e) Current
(a) or similar party collateral, par or maturity value (d) Cost value
- --- ---------------------- ------------------------------------------ ------------ -------------
<S> <C> <C> <C>
Daniel Industries, Inc.,
Sponsor Stock Fund Common Stock $ 2,599,183 $ 7,411,099
Fidelity Contrafund Mutual Fund 46,249 46,475
Fidelity Blue Chip Growth Fund Mutual Fund 79,852 76,284
Fidelity Growth & Income
Portfolio Mutual Fund 11,608,809 12,246,865
Fidelity Puritan Fund Mutual Fund 27,988 27,989
Fidelity Intermediate Bond Fund Mutual Fund 14,289,428 14,276,177
Fidelity Retirement Government
Money Market Portfolio Mutual Fund 2,905,429 2,905,429
----------- -----------
Plan Assets Held for Investment Purposes $31,556,938 $36,990,318
=========== ===========
</TABLE>
<PAGE> 23
Schedule 2
DANIEL INDUSTRIES, INC.
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
(b)
Description
of asset
(include (h)
(a) interest (f) Current
rate and Expense value of
Identity maturity (c) (d) (e) incurred (g) asset on (i)
of party in case Purchase Selling Lease with Cost transaction Net gain
involved of a loan) price price rental transaction of asset date or (loss)
- -------- ---------- ---------- --------- ------ ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Wachovia Short-Term $30,772,078 $30,772,078
Bank of Investment
North Fund
Carolina
Wachovia Short-Term $33,397,130 $33,397,130
Bank of Investment
North Fund
Carolina
Wachovia US Treasury $ 2,538,250 $2,195,188 $ 2,538,250 $343,062
Bank of Bonds
North Dtd 11/15/78
Carolina 8.75%
11/15/08-03
Wachovia US Treasury $ 5,791,406 $5,243,082 $ 5,791,406 $548,324
Bank of Notes
North Dtd 2/15/90
Carolina 8.50%
2/15/2000
Fidelity Growth & $11,619,718 $11,619,718
Investments Income
Fund
Fidelity Inter- $14,325,626 $14,325,626
Investments mediate
Bond Fund
Fidelity Retirement $ 2,912,183 $ 2,912,183
Investments Government
Money Market
Fund
</TABLE>
<PAGE> 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 2-79399), including all Post-Effective Amendments
thereto filed prior to the date of this consent, of Daniel Industries, Inc. of
our report dated March 11, 1996, appearing on Page 3 of this Annual Report on
Form 11-K.
PRICE WATERHOUSE LLP
Houston, Texas
March 27, 1996
